ESSAY 1:

1.What do you think are the advantages and disadvantages of having a business in the form of a close corporation?

2.What do you think are the advantages and disadvantages of having a business in the form of One Person Corporation?

3.Distinguish close corporation with ordinary stock corporation?

4.Distinguish OPC with ordinary stock corporation.

5.Distinguish close corporation with One Person Corporation.

6.What are the prohibitions of law on close corporations which are also applicable to One Person Corporation?

7.How would one will know that a corporation is a close corporation?

8.How would one will know that a corporation is a One Person Corporation?

9.How does preemptive right in ordinary corporation differ with preemptive right in close corporation?

10.What does deadlock mean in close corporations?

11.Discuss about stockholders' agreement in close corporations?

12.Browse the internet to get a published literature about One Person Corporation. Submit written comments about the published materials on OPCs.

Essay 2:

1.How do articles of Incorporation of OPC differ with the Articles of Incorporation of ordinary corporation?

2.Is a One Person Corporation also a juridical person?

3.How do OPCs differ with single proprietorship?

4.What instance piercing the veil of corporate fiction may be applicable in OPC?

5.In case of death of the single stockholder in OPC, what will happen to the OPC?

MULTIPLE CHOICES

1.The following may form a One Person Corporation except:

a)Corporation

b)Natural person of legal age

c)Estate

d)Trust

2.The following may be done by a close corporation except:

a)Amend its corporate name

b)IncreasMultiple-choice Testse its capital stock

c)Amend its bylaws

d)List its shares in the Exchange

3.The following statements are correct except:

a)A close corporation fixes the number of stockholders in its articles of incorporation to a number not exceeding twenty (20).

b)A close corporation is not allowed to offer its shares to the public.

c)A close corporation shall not list its shares in the Exchange.

d)A mining company may be incorporated as close corporation.

4.Which of the following statements is correct when a closed corporation has a corporate stockholder?

a)A close corporation shall not be deemed a close corporation when at least two-thirds (2/3) of its voting stock or voting rights is owned or controlled by another corporation which is not a close corporation under RCC.

b)A close corporation shall not be deemed a close corporation when at least majority of its voting stock or voting rights is owned or controlled by another corporation which is not a close corporation under RCC.

c)A close corporation shall not be deemed a close corporation when at least three-fourths (3/4) of its voting stock or voting rights is owned or controlled by another corporation which is not a close corporation.

d)All of the foregoing statements are correct.

5.Which of the following entities cannot be incorporated as a close corporation?

a)Stock exchanges

b)Insurance companies

c)Telecommunication companies

d)Manufacturing companies

6.The Articles of Incorporation of a close corporation may provide for:

a)A classification of shares or rights, the qualifications for owning or holding the same, and restrictions on their transfers.

b)A classification of directors into one (1) or more classes, each of whom may be voted for and elected solely by a particular class of stock.

c)Greater quorum or voting requirement in meetings of stockholders or directors than those provided in the RCC.

d)That it shall make any public offering of its stocks of any class if necessitated by the company.

7.The following business activities cannot be carried on through close corporation except:

a)Domestic air transport business

b)Domestic shipping business

c)Land transport business

d)Recruitment agency business

8.The following statements are correct relating to close corporations except:

a)Preemptive right of stockholders in a close corporation does not extend to issuance of shares in exchange for a property.

b)Preemptive right of stockholders in a close corporation extends to reissuance of treasury shares.

c)Preemptive rights of stockholders in a close corporation extends to issuance of shares in exchange for previously incurred indebtedness.

d)All of the foregoing statements are correct.

9.The following shall be the effect of a close corporation that is being managed by the stockholders except:

a)No meeting of stockholders needs to be called to elect directors.

b)The stockholders shall be deemed directors.

c)The stockholders shall be liable as directors.

d)Selected class of stockholders shall manage the close corporation.

10.The number of specified number of stockholders in the articles of incorporation of a close corporation should not exceed:

a)Fifteen

b)Twenty

c)Nineteen

d)Twenty-One

11.A corporation composed only of a single stockholder and director is properly called as:

a)Ordinary corporation

b)Close corporation

c)Corporation Sole

d)One Person Corporation.

12.Which of the following corporations is not required to adopt and file its bylaws/

a)Close corporation

b)Religious society

c)Educational institution

d)OPC

13.The following cannot be registered as OPC except:

a)Banks

b)Quasi-banks

c)Pre-need

d)Travel Agency company

14.A One Person Corporation's corporate name must have in its corporate name:

a)Incorporated

b)Corporation

c)Corp.

d)OPC

15.The following statements relating to OPC are correct except:

a)The single stockholder shall be the sole director and president of the One Person Corporation.

b)The single stockholder may not be appointed as the corporate secretary.

c)A self-appointed treasurer of OPC shall give a bond to the Commission in such sum as may be required.

d)An OPC has no personality separate and distinct from the single stockholder.

16.Statement I - Where the single stockholder cannot prove that the property of the OPC is independent of the stockholder's personal property, the stockholder shall be jointly and severally liable for the debts and other liabilities of the OPC.

Statement II - The principles of piercing the corporate veil applies with equal force to One Person Corporation as with other corporations.

a)Statement I is correct while Statement II is incorrect.

b)Statement I is incorrect while Statement II is correct

c)Both statements are correct.

d)Both Statements are incorrect.

17.Which of the following powers of a corporation cannot be exercised by OPC?

a)Power to increase authorized capital stock

b)Power to decrease capital stock.

c)Power to declare dividends.

d)Power to issue shares to more than one stockholder.

18.The Annual financial statements of OPC shall be certified under oath by the corporation's treasurer and president in case:

a)If the total assets or total liabilities of the OPC are less than Six hundred thousand pesos (P600,000.00),

b)If the total assets or total liabilities of the OPC are more than Six hundred thousand pesos (P600,000.00)

c)If the total assets and total liabilities of the OPC are less than Six hundred thousand pesos and more than Six hundred thousand pesos respectively.

d)In all of foregoing cases.

19.Which book is being referred as one which contains all actions, decisions, and resolutions taken by the One Person Corporation?

a)Stock and transfer book

b)Minutes Book

c)Annual Financial Statements

d)Membership Book

20.Which of the following corporations need a nominee and alternate nominee whose names must be indicated in the articles of incorporation?

a)Close Corporation

b)Corporation Sole

c)Religious Society

d)One Person Corporation.

21.Which of the following need not file bylaws?

a)Corporation Sole and One Person Corporation

b)Corporation Sole and Religious Society

c)Close Corporation and Religious Society

d)Religious Society and Special Corporations.

22.Statement I - The Articles of Incorporation of OPC shall state the names, residence addresses and contact detail of the nominee and alternate nominee, as well as the extent and limitations of their authority in managing the affairs of the One Person Corporation.

Statement II - The written consent of the nominee and alternate nominee shall be attached to the application for incorporation. Such consent may be withdrawn in writing any time before the death or incapacity of the single stockholder.

a)Statement I and Statement II are both incorrect.

b)Statement I and Statement II are both correct.

c)Statement I is correct, while Statement II is incorrect.

d)Statement I is incorrect, while Statement II is correct.

23.Which of the following are stock corporations?

a)Close corporation and OPC

b)Corporation Sole and Religious Society

c)Civic and charitable associations.

d)Professional Organizations and Non-stock educational institutions.

24.Statement I - OPCs have the power to increase its authorized capital stock.

Statement II - OPC have the power to sue and be sued.

a)Statement I is incorrect, while statement II is correct

b)Statement I is correct, while statement II is incorrect.

c)Both statements are correct.

d)Both statements are incorrect.

25.The following cannot be exercised by OPC except:

a)List in the exchange

b)Offer its shares to the public.

c)Adopt its own bylaws

d)Issue additional shares to its single stockholder.